(a)           On December 19, 2007, the Board of Directors of Cardinal Financial Corporation (the “Registrant”) adopted amendments to the Registrant's Bylaws (the “Bylaws”).  Following is a summary of the amendments to the Bylaws:

·                           The Registrant amended Sections 4.1, 4.2, 4.3 and 4.4 of Article IV of the Bylaws to allow the Board of Directors to authorize the issuance of some shares of the securities of the Registrant without certificates in accordance with the Bylaws and any regulations adopted by the Board of Directors.  Prior to these amendments, shares had to be evidenced in the form of certificates.

·                           Additionally, the Registrant amended Section 4.1 of Articles IV of the Bylaws to permit share certificates to be signed by facsimile and to provide that if share certificates are issued with a facsimile signature of an individual who ceases to be an officer of the Registrant before the certificate is issued, the certificate may be issued with the same effect as if the individual were an officer of the Registrant on the date of issue.   

                The full text of the Bylaws is attached as Exhibit 3.1 to this report.

Item 9.01       Financial Statements and Exhibits.

(d)         Exhibits.  The following exhibit is being furnished pursuant to Item 5.03 above.